SiNtx Technologies Inc (SINT)

[CL101]

Hello BULLs again...Happy Holidays!

my last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137051164

Boston Blog:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020

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Boston:

Ticker = TERP

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=&dateb=&owner=exclude&count=40

1. AMDA had "NT" Filings ... They also had "NT" Filings:

NT 10-K = 2016-02-29

NT 10-Q = 2016-05-11

NT 10-Q = 2016-08-10

NT 10-Q = 2016-11-10

2. No Annual Meeting in 2016 = No DEF 14A = Same like AMDA in 2017!

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=def+14a&dateb=&owner=exclude&count=40

3. No CFO too = 15 months prior to M&A event, they said "Adios!" to their CFO ... 1 executive took 2 jobs like Sonny (CEO & CFO):

"Mr. Alejandro Hernandez was removed as Executive Vice President and Chief Financial Officer of the Company and Mr. Manavendra Sial was appointed to serve as interim Chief Financial Officer of the Company."

"On November 22, 2015, Ms. Rebecca Cranna was appointed to serve as Executive Vice President and Chief Financial Officer of the Company on a permanent basis, and Mr. Sial correspondingly stepped down as interim Chief Financial Officer of the Company."

https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm

14+ months ago, AMDA's CFO "Adios" as well:

"In connection with Amedica’s staff reduction, Ty Lombardi, the company’s Chief Financial Officer and Principal Financial Officer, left the employ of the company."

https://www.sec.gov/Archives/edgar/data/1269026/000149315216013858/form8-k.htm

CFO surplus on the job market, why?

https://www.wsj.com/articles/merger-boom-spawns-a-cfo-surplus-1433808509

4. $1.7 Billion Market Cap company had this issues:

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in Management’s Report on Internal Control over Financial Reporting:
•
Ineffective Board oversight and management monitoring activities over the information technology systems development and implementation of financial reporting processes and internal controls by the parent company service provider;
•
Insufficient number of trained resources with assigned responsibility and accountability for financial reporting processes and internal controls conducted by the parent company service provider;
•
Ineffective risk assessment process that responds to changes in generally accepted accounting principles, changes in its business operations, modifications to information technology systems, and changes within the parent company service provider and key personnel;
•
Ineffective information and communication processes that ensure appropriate and accurate information is available to financial reporting personnel on a timely basis;
•
Ineffective monitoring activities;


132

•
Ineffective general information technology controls over the consolidation and Solar segment operating systems, databases, and IT applications and ineffective access controls over the Wind Segment operating system, databases, and IT applications, both resulting in ineffective process level automated controls and compensating manual controls dependent upon the information derived from relevant IT systems;
•
Ineffective controls over the completeness, existence, and accuracy of: (i) revenues and accounts receivable transactions (ii) allocated general and administrative expenses, (iii) the transfer of historical costs related to renewable energy facilities acquired from the parent company;
•
Ineffective operation of reconciliation controls over the completeness, existence and accuracy of various balance sheet accounts;
•
Ineffective controls over the completeness and presentation of restricted cash; and
•
Ineffective controls over the completeness and accuracy of information used as part of goodwill impairment, business combinations, hypothetical liquidation of book value, debt covenant compliance, and going concern processes.

https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm#se7f57f2b8e904090afadcbdde851baf1 (Page 132 - Page 133)

I won't be surprise that a tiny nano-cap like AMDA has the same issues too...not a big deal at all.

5. Principal Accounting Fees and Services.

Year ended December 31, 2014 = $ 1,608.9 in (1000s) = $ 1,608,900

Year ended December 31, 2015 = $ 10,141.0 in (1000s)= $10,141,000

*** 2015 increased more than 6X compared to 2014 ***

https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm#se7f57f2b8e904090afadcbdde851baf1 (Page 130)

Year ended December 31, 2016 = $ 8,498.4 in (1000s) = $ 8,498,400

...

* TERP filed 10-K = Dec 6th, 2016 ... really late (w/ Executive Compensations Disclosure for 2015 fiscal year)...obviously their books & records were complicated than AMDA's.

* They filed their 2016 - 3rd Quarter Financial Statement = 2017-02-24 (WAY OVER DUE = rolled over to the next fiscal year = 2017! AMDA filed 3Q ER 11 weeks earlier than them as in comparison)

* 10 plus days after they filed 3Q ER, they announced the M&A news:

https://www.sec.gov/Archives/edgar/data/1599947/000156761917000392/0001567619-17-000392-index.htm

Then they filed DEFM14A to vote on the M&A.

*** 10-Q/As should be out soon or even out the same day w/ M&A news ***

=========================

@ As you can see, there are similarities in terms of events between AMDA & TERP @

While the "2 dimes & a nickel" in the PANIC mode ... calling for no M&A only smoke & mirror ... uh huh ... uh huh ... SMH ... LMAO!

Do the BEARs really believe that their 100s posts w/ 1-sentence, 2-sentence, 3-sentence or even 2 tiny paragraphs full of baloneys &WITHOUT REAL, SOLID info. can convince the BULLs that there is no M&A going on. Who is actually grasping straws? Who is the keyboard warrior now? LMAO!... BEARs are running out of time! Is M7948 an angel? nice & kind man...worry about my $...other BULLs $ ... retail investors $...WTHell lmao...give it up ...only strong hands are holding shares. No share to cover? If Sonny said loud & clear in the PRs: "WE ARE SELLING THE COMPANY!" ...do you yahoos really think the share price still sit @ $3 range...SMH ... confidential man!

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DP60:

I am very curious about the details of the deal too. As for the IPR&D valuation ... IMO, i would think the IPR&D should be measured ... based on these 4 factors or could be more (I am not an expert on this...just guessing):

1. TAM, SAM, SOM (of all products can be developed from Si3N4):

https://en.wikipedia.org/wiki/Total_addressable_market

2. How long the tech can penetration market (I.P. life left = 19 years for 2nd gen Si3N4...as they just got their worldwide patents in early 2017):

https://patentscope.wipo.int/search/en/detail.jsf?docId=WO2017027426

3. Uniqueness of the tech & its crazy potential.

4. Who will own the tech (Zimmer has vast resources to unlock the tech to its fullest!)

LDRH was totally different way to measure their BO price. Zimmer only booked $2 mils on IPR&D on LDRH. Their Spinal ADR products are limited & specific as well. Si3N4 tech can be used to create many dif product groups, so the TAM, SAM, SOM will be diff in size as well. I would say dif. animal in terms of valuations in compare to AMDA's tech.

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DREW:

1. AMDA will not announce anything regarding "we will not have annual meeting this year"... We likely will get the warning letter like TERP example above in the 1st week of 2018 (they didn't have annual meeting in 2016 due to M&A event too ... just normal procedures from Nasdaq):

https://www.sec.gov/Archives/edgar/data/1599947/000159994717000010/terp8-knasdaqletterjan92017.htm (they didn't bother to host an annual meeting due to M&A preparation in 2016)...so nothing to be alarm of ... if AMDA has one in 1st week of 2018 = expected.

2. M&A news, then DEFM14A (replace annual meeting DEF 14A) to vote on the proposed deal later.

3. When to sell shares on M&A news depends on the deal details & your cost basis.

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north4000: Boston already answered your question. Technically, AMDA is Zimmer's little b*tch...only wants to marry Zimmer...if you read all the DDs from Boston & myself...you will see it too...so i highly doubt there will be a chance for any other big dogs in the industry to lay their hands on Si3N4 tech...well unless they pay 3 times more than Zimmer ... retail investors will cream in their pants w/ happiness...lol

====================

Matmar: It depends on a few factors:

1. Cash

2. Stock Swapping

3. CVR - Contingent Value Rights

4. Mixed of 1 & 2 & 3

5. 2017 announcement ...if cash is a portion of deals...Zimmer has to deposit $ in the Tender Off Agency account (the party that handles tender off). So it's up to the buyer when they want to book the deals on which Quarter...Hercules payment is due by Jan 1st, 2018 ... so this have to be announced very soon...They have to ask Hercules for written consent, then announce the deal...Sometimes, the deal will take over Sonny LLC & Hercules Loan as well... perfectly normal.

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I posted this 6 months ago:

Financial, Litigations, Tax, etc...

"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"

https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc

THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!

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AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many types of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...

I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:

https://fintel.io/so/us/amda

So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://www.business-case-analysis.com/paid-in-capital.html

Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.

BULLs, use your "greedy" imagination for the BO price!

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Wink @ BLUE POPEYES:

Warum versteckst du dich wie eine Ratte?

am meisten zwielichtiger Charakter!

Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.

Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...

Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:

https://www.sec.gov/news/press/2008/2008-64.htm

https://www.sec.gov/news/press-release/2017-176

https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling

So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!

What is a BK company looks like?

https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs

https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:

1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)

2. Revenue = $694K = Basically close to no income (page 3)

3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)

4. "expects to incur losses for the next several years." (page 8)

5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany

*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***

6. etc...more in their SEC filings

Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):

http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974

*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***

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Now let's talk about "dilution" ... F.U.D. by BEARs:

1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)

2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early Feb 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)

3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)

4. Private Placement = running out of time as well ... also, this is protected by "anti-dilution 20%" rule from SEC:

https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf

20% or over = shareholders voting require = 30 days to set up the vote!

19% of 3 mil shares = less than 600K shares

So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)

Hence, there is only one way that works...

5. Exercise Warrants (3 scenarios) for M&A events:

a. M&A news before Jan 1st, 2018 = $15 mils in the coffer instantly from warrants exercise full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.

b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://imgur.com/a/GASqs

c. The deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed above. Warrants Exercise while the deal is being closed.

*** Time is running out for the BEARs! ***

=======================

My observations on share price:

First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).

====================

Strategically for both Zimmer & AMDA:

M&A deal can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!

* Retail investors only care about when the deals announcement to cash out *

I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!

It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:

It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!

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My risk & reward mentality:

In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!

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Long & Strong until M&A day

DON'T feed the BEARS

HOLD tight to your shares

STEAL the cheap shares that they use to paint the chart

BEARs play mind games on BULLs like Harry S. Truman's Quote:

"If you can't convince them, confuse them."

The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*

This is the way I interpret all the BEARs BS spinning:

1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!

2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!